8-KMaterial AgreementsExhibits & Filings

KLA CORP 8-K Report, Material Agreement (May 26, 2006)

Filed May 26, 2006For Securities:KLAC

Summary

KLA Corporation (KLAC), formerly KLA-Tencor Corporation, announced a significant amendment to its merger agreement with ADE Corporation on May 26, 2006. This 8-K filing details a change in the acquisition terms, shifting the consideration from a stock-for-stock deal to an all-cash transaction. Specifically, KLA-Tencor will now acquire ADE for $32.50 in cash per share of ADE common stock, replacing the previously agreed-upon 0.64 shares of KLA-Tencor common stock. This change in deal structure is a critical development for investors in both companies. For KLA-Tencor shareholders, it signifies a move away from potential dilution and a clear, fixed cash outflow. For ADE shareholders, it represents a guaranteed cash payout, the details of which are outlined in the Amended Merger Agreement. The filing also highlights the upcoming need for ADE shareholder approval and provides information on where investors can find additional details, including SEC filings and press releases.

Key Highlights

  • 1KLA-Tencor Corporation (KLAC) amended its merger agreement with ADE Corporation.
  • 2The acquisition consideration has changed from stock to cash: $32.50 per share of ADE common stock.
  • 3This replaces the previous agreement which involved 0.64 shares of KLA-Tencor common stock.
  • 4The transaction will proceed as a merger where ADE becomes a wholly-owned subsidiary of KLA-Tencor.
  • 5The merger is subject to customary closing conditions, including approval by ADE stockholders.
  • 6ADE's directors and executive officers, holding approximately 28% of ADE stock, have agreed to vote in favor of the merger.
  • 7Investors are directed to forthcoming proxy statements and SEC filings for further details on the transaction and related parties.

Frequently Asked Questions

The primary change is the form of consideration. The original agreement involved an exchange of KLA-Tencor stock for ADE stock, but the amended agreement now stipulates an all-cash acquisition of ADE for $32.50 per share.

The filing states the consideration is $32.50 in cash per share of ADE common stock. To determine the total value, one would need to know the total number of outstanding ADE shares at the time of the filing.

The consummation of the merger is subject to customary closing conditions, which include the approval of the merger by ADE's stockholders. Additionally, ADE's directors and executive officers have agreed to vote their shares in favor of the transaction.

Investors are urged to read the proxy statement that ADE will file with the SEC. Additionally, free copies of SEC filings from both ADE and KLA-Tencor can be obtained through the SEC website (www.sec.gov) or directly from the companies by contacting their respective CFO and General Counsel, respectively.